Exhibit 10.1


FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO
SPECIFIC TRANSACTIONS


THIS FIFTH AMENDMENT TO
CREDIT AGREEMENT AND CONSENT TO
SPECIFIC TRANSACTIONS (this “Amendment”) is made and entered into as of June 16,
2004, by and among SUPERIOR
ESSEX COMMUNICATIONS LLC, a Delaware limited liability company (“Superior”),
ESSEX GROUP, INC., a Michigan
corporation (“Essex”) (Superior and Essex being referred to collectively as “Borrowers,”
and individually as a “Borrower”); various financial institutions (“Lenders”); FLEET CAPITAL CORPORATION, a Rhode Island
corporation with an office at 300 Galleria Parkway, Suite 800, Atlanta,
Georgia 30339, in its capacity as collateral and administrative agent for the
Lenders (together with its successors and assigns in such capacity, “Administrative
Agent”); and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, in its capacity as syndication
agent for the Lenders (together with its successors in such capacity, “Syndication
Agent”; Administrative Agent and Syndication Agent are each hereafter referred
to from time to time individually as an “Agent” and collectively as “Agents”).


Recitals:


Borrowers, Lenders and Agents are parties to a certain
Credit Agreement dated November 10, 2003, as amended by that certain First
Amendment to Credit Agreement dated February 20, 2004, that certain Second
Amendment to Credit Agreement dated March 18, 2004, that certain Third
Amendment to Credit Agreement and Consent to Specific Transactions dated as of April 2,
2004, and that certain Fourth Amendment to Credit Agreement, dated as of April 30,
2004 (as at any time amended, restated or otherwise modified, the “Credit
Agreement”), pursuant to which Lenders have made certain revolving credit loans
and other extensions of credit to Borrowers.


Borrowers have informed Agents and Lenders that
Superior intends to convert from a Delaware limited liability company to a
Delaware limited partnership. Agents and Lenders are willing to consent to such
conversion of the form of Superior from a limited liability company to a
limited partnership, subject to the terms and conditions contained herein.


NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid
and other good and valuable consideration, the receipt and sufficiency of which
are hereby severally acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:


1.   Definitions.   All capitalized terms used in this
Amendment, unless otherwise defined herein, shall have the meaning ascribed to
such terms in the Credit Agreement.


2.   Conversion of Superior: Representations and
Warranties of Borrowers.   Borrowers
have informed Administrative Agent that: (a) Superior desires to convert
from a Delaware limited liability company to a Delaware limited partnership
under the name “Superior Essex Communications LP” (the “Conversion”); (b) the
general partner of Superior after the Conversion will be SE Communications GP
Inc., a Delaware corporation (the “GP”); and (c) the Conversion will be
effected in accordance with Section 17-217 of the Delaware Revised Uniform
Limited Partnership Act (the “DLPA”).


3.   Representations and Warranties Regarding Conversion.   Each
Borrower represents and warrants to Administrative Agent that after the
consummation of the Conversion (a) all references in the Credit Agreement and
the other Loan Documents to “Superior Essex Communications LLC” shall be deemed references to
“Superior
Essex Communications LP, as successor-by-conversion to Superior Essex
Communications LLC”; (b) the property and assets of Superior will
be free of all Liens other than Permitted Liens as of the date of the
Conversion; (c) Superior shall continue as a “Borrower” under the Credit
Agreement and shall be bound by all the terms and provisions thereof; (d) Superior
shall be a Delaware limited partnership having the partnership name registered
with Delaware Secretary of State of 



  
 








“Superior Essex Communications LP”; (e) all
of the Obligations shall be deemed ratified and assumed by Superior Essex
Communications LP, as the successor-by-conversion to Superior Essex Communications LLC; and (f) the
Obligations shall be secured by all property of Superior comprising the
Collateral. Borrowers further represent and warrant to Agents and Lenders that
neither of the Borrowers nor the GP have entered into any agreements among
themselves or with any other Persons which modify in any respect whatsoever the
provisions of clauses (d), (e), (f) or (g) of Section 17-217 of
the DLPA, which provisions remain in full force and effect in respect of the
Conversion.


4.   Authorization to File Financing Statements.   Each
Borrower hereby authorizes Administrative Agent to execute and file such
financing statements or amendments to financing statements as Administrative
Agent may deem necessary or appropriate to continue to perfection and priority
of its Liens in the Collateral after the consummation of the Conversion.


5.   Consent to Conversion.   The Administrative Agent consents to the proposed
Conversion if, and only if, Administrative Agent, in its sole discretion, is
satisfied that each of the Conversion Conditions shall have been satisfied. For
purposes hereof, “Conversion Conditions” shall mean:


(a)    no Default
or Event of Default shall exist;


(b)   the
Conversion has been consummated and duly recorded with the Delaware Secretary
of State in accordance with the form of Certificate of Conversion attached
hereto as Exhibit A and Administrative Agent
shall have received a certified copy thereof;


(c)    no less
than 99% of the Equity Interests of Superior shall be directly or indirectly
owned and controlled by Superior Essex Holding Corp. after the consummation of
the Conversion;


(d)   Superior,
as so converted to a Delaware limited partnership, has adopted an Agreement of
Limited Partnerships in substantially the form attached hereto as Exhibit B;


(e)    GP is the
general partner of Superior and has delivered to Administrative Agent a Closing
and Incumbency Certificate in the form attached hereto as Exhibit C
together with all exhibits referenced therein; and


(f)    Borrowers
shall have delivered to Administrative Agent an opinion of counsel in
substantially the form of Exhibit D
attached hereto.


6.   Ratification and Reaffirmation.   Each Borrower hereby ratifies and
reaffirms the Obligations, each of the Loan Documents and all of such Borrower’s
covenants, duties, indebtedness and liabilities under the Loan Documents.


7.   Acknowledgments and Stipulations.   Each Borrower acknowledges and stipulates that the
Credit Agreement and the other Loan Documents executed by Borrowers are legal,
valid and binding obligations of Borrowers that are enforceable against
Borrowers in accordance with the terms thereof; all of the Obligations are
owing and payable without defense, offset or counterclaim (and to the extent
there exists any such defense, offset or counterclaim on the date hereof, the
same is hereby waived by each Borrower); and the security interests and liens
granted by Borrowers in favor of Administrative Agent, for the benefit of
itself and Lenders, are duly perfected, first priority security interests and
liens.


8.   Representations and Warranties.   Each Borrower represents and warrants to Agents and
Lenders, to induce Agents and Lenders to enter into this Amendment, that no
Default or Event of Default exists on the date hereof; the execution, delivery
and performance of this Amendment have been duly authorized by all requisite
company action on the part of each Borrower and this Amendment has been duly
executed and delivered by each Borrower; and all of the representations and
warranties made by Borrowers in the Credit Agreement are true and correct on
and as of the date hereof.



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9.   Reference to Credit Agreement.   Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
or words of like import shall mean and be a reference to the Credit Agreement,
as amended by this Amendment.


10.   Breach of Amendment.   This Amendment shall be part of the
Credit Agreement and a breach of any representation, warranty or covenant
herein shall constitute an Event of Default.


11.   Conditions Precedent.   The effectiveness of the amendments
contained in Section 2 hereof are subject to the satisfaction of each of
the following conditions precedent, in form and substance satisfactory to
Administrative Agent, unless satisfaction thereof is specifically waived in
writing by Administrative Agent:


(a)    Administrative
Agent shall have received a duly executed counterpart of this Amendment,
together with (i) a Consent and Reaffirmation duly signed by the
Guarantors, (ii) a certificate of resolutions from each Borrower
authorizing this Amendment and the other documents referenced herein, and (iii) such
additional documents, instruments and certificates as Agents and Lenders shall
require in connection herewith;


(b)   Administrative
Agent shall have received a duly executed Joinder Agreement executed by GP and
the exhibits reference therein in the form attached hereto as Exhibit E;


(c)    Each of
the Conversion Conditions shall be satisfied; and


(d)   Administrative
Agent shall have received such other agreements, documents, certificates and
opinions as it may reasonably request in connection with the transactions
contemplated by this Amendment.


12.   Expenses of Agents.   Borrowers agree to pay,
on demand, all costs and expenses
incurred by Agents in connection with the preparation, negotiation and
execution of this Amendment and any other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including, without limitation, the reasonable costs and fees of Agents’ legal
counsel and any taxes or expenses associated with or incurred in connection
with any instrument or agreement referred to herein or contemplated hereby.


13.   Miscellaneous.   This Amendment shall be effective
upon acceptance by Agents and Lenders, whereupon the same shall be governed by
and construed in accordance with the internal laws of the State of Georgia. This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Amendment may be executed in
any number of counterparts and by different parties to this Amendment on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto. Section titles and references used in
this Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto.


14.   No Novation, etc..   Except as otherwise
expressly provided in this Amendment, nothing herein shall be deemed to amend
or modify any provision of the Credit Agreement or any of the other Loan
Documents, each of which shall remain in full force and effect. This Amendment
is not intended to be, nor shall it be construed to create, a novation or
accord and satisfaction, and the Credit Agreement as herein modified shall
continue in full force and effect.


15.   Further Assurances.   Each Borrower agrees to take such further actions as Agents and
Lenders shall reasonably request from time to time in connection herewith to
evidence or give effect to the amendments set forth herein or any of the
transactions contemplated hereby.



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16.   Release of Claims.   To induce Agents and Lenders to enter into this
Amendment, each Borrower hereby releases, acquits and forever discharges Agents
and Lenders, and all officers, directors, agents, employees, successors and
assigns of Agents and Lenders, from any and all liabilities, claims, demands,
actions or causes of action of any kind or nature (if there be any), whether
absolute or contingent, disputed or undisputed, at law or in equity, or known
or unknown, that any Borrower now has or ever had against Agents or Lenders
arising under or in connection with any of the Loan Documents or otherwise. Each
Borrower represents and warrants to Agents and Lenders that such Borrower has
not transferred or assigned to any Person any claim that such Borrower ever had
or claimed to have against Agents or Lenders.


17.   Waiver of Jury Trial.   To the
fullest extent permitted by applicable law, the parties hereto each hereby
waives the right to trial by jury in any action, suit, counterclaim or
proceeding arising out of or related to this Amendment.


[Remainder of page intentionally
left blank; signatures on the following page]



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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above.


	
  

  	
  BORROWERS:

  
	
  ATTEST:

  	
  Superior
  Essex Communications LLC

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
   

  	
  David S. Aldridge, CFO, Vice President and Treasurer

  
	
  ATTEST:

  	
   

  	
  Essex
  Group, Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Adridge

  	
   

  
	
  Secretary

  	
   

  	
   

  	
  David S. Aldridge, Vice President and Treasurer

  



 


[Signatures continued on following page]



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  LENDERS:

  
	
  Revolver Commitment:
  $60,000,000.00

  	
  Fleet
  Capital Corporation

  
	
   

  	
  By:

  	
  /s/ H. Glenn Little

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
	
  Revolver Commitment:
  $60,000,000.00

  	
  General
  Electric Capital Corporation

  
	
   

  	
  By:

  	
  /s/ Curtis J. Correa 

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Duly
  Authorized Signatory

  	
   

  
	
  Revolver Commitment:
  $55,000,000.00

  	
  Wachovia
  Bank, National Association

  
	
   

  	
  By:

  	
  /s/ Daniel L. Denton

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


[Signatures continued on the following page]



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  ADMINISTRATIVE AGENT:

  
	
   

  	
  Fleet
  Capital Corporation, 

  as Administrative Agent

  
	
   

  	
  By:

  	
  /s/ H. Glenn Little

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
	
   

  	
  SYNDICATION
  AGENT:

  
	
   

  	
  General
  Electric Capital Corporation, 

  as Syndication Agent

  
	
   

  	
  By:

  	
  /s/ Curtis J. Correa

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Duly
  Authorized Signatory

  	
   

  
						



 


 



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CONSENT AND REAFFIRMATION


Each of the undersigned guarantors of the Obligations
of Borrowers at any time owing to Agents and Lenders hereby (i) acknowledges
receipt of a copy of the foregoing Fifth Amendment to Credit Agreement and
Consent to Certain Transactions; (ii) consents to Borrowers’ execution and
delivery thereof; (iii) agrees to be bound thereby; and (iv) affirms
that nothing contained therein shall modify in any respect whatsoever its
guaranty of the Obligations and reaffirms that such guaranty is and shall
remain in full force and effect.


IN
WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation as
of the date of such Fifth Amendment to Credit Agreement and Consent to Certain
Transactions.


	
  ATTEST:

  	
  Superior Essex Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge,  Vice President,

  
	
   

  	
   

  	
  Treasurer and CFO

  
	
  ATTEST:

  	
  Superior
  Essex Holding Corp.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge,  Vice President and

  
	
   

  	
   

  	
  Treasurer

  
	
  ATTEST:

  	
  Essex International
  Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge, Vice President,

  
	
   

  	
   

  	
  Treasurer, Assistant Secretary and CFO

  
	
  ATTEST:

  	
  Essex Group,
  Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge, Vice President,

  
	
   

  	
   

  	
  Treasurer and Assistant Secretary

  



 


[Signatures
continued on the following page]



  















 


	
  ATTEST:

  	
  Essex Technology, Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge,  Vice President,

  
	
   

  	
   

  	
  Treasurer and Assistant Secretary

  
	
  ATTEST:

  	
  Essex
  Mexico Holdings, L.L.C.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge,  Vice President,

  
	
   

  	
   

  	
  Treasurer and Assistant Secretary

  
	
  ATTEST:

  	
  Essex
  Wire Corporation

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge,  Vice President,

  
	
   

  	
   

  	
  Treasurer and Assistant Secretary

  
	
  ATTEST:

  	
  Essex
  Canada Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge,  Vice President,

  
	
   

  	
   

  	
  Treasurer and Assistant Secretary

  
	
  ATTEST:

  	
  Essex
  Group Mexico Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Aldridge

  	
   

  
	
  Secretary

  	
   

  	
  David S. Aldridge,  Vice President,

  
	
   

  	
   

  	
  Treasurer and Assistant Secretary

  



 



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